About UPCEA

UPCEA is the leading association for professional, continuing, and online education. For more than 100 years, UPCEA has served most of the leading public and private colleges and universities in North America. Founded in 1915, the association serves its members with innovative conferences and specialty seminars, research and benchmarking information, professional networking opportunities and timely publications. Based in Washington, D.C., UPCEA also builds greater awareness of the vital link between contemporary learners and public policy issues.

Our Team

Robert Hansen

CHIEF EXECUTIVE OFFICER

Robert Hansen

Dr. Robert J. Hansen has served as Chief Executive Officer of UPCEA since September 2010. He has led the century-old organization through dramatic changes since that time. He established the Center for Research and Marketing Strategy in 2011 and then established a number of initiatives targeting the association’s unique role in online leadership and management under the umbrella of the Center for Online Leadership: the Summit for Online Leadership, the Online Leadership Roundtable for chief online learning officers, and the UPCEA Hallmarks of Excellence in Online Leadership, which were endorsed by several leading associations serving the C-suite and other organizations in the online space.

Hansen also presided over sweeping changes to the volunteer leadership structure of UPCEA, consolidating a wide variety of bodies into Networks aligned with specific areas of practice in the field of professional, continuing and online education.

Since 2011, UPCEA has grown by 125%. UPCEA, the only organization in the field located in Washington, D.C., has also established itself as an important advocate for policy issues related to non-traditional and online learners.

Hansen previously served as Associate Provost for University Outreach at the University of Southern Maine, a regional public university located in Portland, Maine. Prior to that position, he spent six years at Saint Xavier University of Chicago, first as Assistant to the President & Secretary of the Corporation, and then as founding Executive Director of Orland Park Campus & Off-Campus Programs. Hansen also previously served as Assistant to the Governor for Education in the administration of former Illinois governor, Jim Edgar.

Hansen earned a B.S. in Psychology from the University of Illinois, an M.A. in English Language and Literature from the University of Michigan, and a Ph.D. in English from the University of Notre Dame.

Jordan DiMaggio

DIRECTOR, POLICY AND DIGITAL STRATEGY

Jordan DiMaggio

Jordan joined UPCEA in April 2013 as their Database and Communications Specialist. In August of 2014, Jordan became UPCEA's Associate Director of Communications and in February 2017 he became the Associate Director of Policy + Communications for the organization.

Jordan oversees all association and conference webpages while providing email and content marketing expertise. He also is the community manager for UPCEA's professional networking platform, CORe. Jordan spearheads UPCEA's federal advocacy efforts and is the association's designated governmental relations liaison.

Prior to joining UPCEA, Jordan worked on Capitol Hill for former U.S. Senator Jeff Bingaman as his Systems Administrator and Legislative Aide. Jordan was born in New York, but raised in Albuquerque, New Mexico. He graduated from the University of New Mexico with a bachelor's degree in Political Science. In his free time, he enjoys playing music and experiencing the varied cultural offerings from around his neighborhood or the world, but this is mostly achieved through his culinary explorations as a self-described "foodie".

Joe Fedak

DIRECTOR, EVENTS AND PROGRAMMING

Joseph J. Fedak, CMP

An event planning professional with experience coordinating events for higher education associations, government agencies, pharmaceutical companies, and universities, Joe joined the UPCEA team as the Associate Director for Events and Programming in September 2016.

Joe provides direction and wide-ranging support for the development and production of UPCEA events and programming. These include, but are not limited to, the UPCEA Annual Conference, Marketing & Enrollment Management Seminar, Summit for Online Leadership, and UPCEA’s various Regional Conferences.

A Jersey boy, Joe is originally from Bayonne, New Jersey, and graduated from Rutgers University with a Bachelor’s Degree in Journalism and Media Studies. His event planning career began at Rutgers, organizing concerts and other special events. After relocating to Washington, D.C., in 2011, Joe earned his Certified Meeting Professional designation. Prior to arriving at UPCEA, he planned meetings and events for the National Association of College and University Business Officers (NACUBO).

Outside of work, Joe enjoys running, reading about history and politics, and playing on a local bocce league.

Jim Fong

CHIEF RESEARCH OFFICER & DIRECTOR, CENTER FOR RESEARCH AND STRATEGY

Jim Fong

Jim Fong has more than twenty years working as a marketer and researcher in the higher education community. Prior to joining UPCEA’s Center for Research and Marketing Strategy, Jim worked as a higher education strategic marketing consultant and researcher for two firms and prior to that was the Director of Marketing, Research and Planning for Penn State Outreach. As a consultant, Jim worked with over a hundred different colleges and universities. While at Penn State, he was responsible for managing teams of marketing planners, competitive analysts, market researchers and enrollment management staff.

Jim continues to teach graduate and undergraduate marketing and research classes for Drexel University, Penn State University, Duquesne University and Framingham State University.

Prior to his career in higher education, Jim worked as director of research for a large advertising and marketing agency in New England and director of analytics for what was the nineteenth largest global research company at the time.

Camille Funk

DIRECTOR, eDESIGN COLLABORATIVE

Camille Funk

Camille Funk is the Academic Director for Bovard College at the University of Southern California. Previously, Camille was the director of the eDesign Shop at the George Washington University. Prior to joining GW in 2012, she worked at TD Ameritrade and Brigham Young University's Independent Study program as an instructional designer, at a private school as an elementary school teacher, and has published two books. She received her Bachelor's degree in Elementary Education from Brigham Young University and a Master's degree in International Education Development, with a minor in Curriculum and Teaching from Columbia University, Teachers College.

In July of 2015, she started the Higher Education eDesign Association (HEeD) for instructional design and multimedia teams in higher education institutions throughout the country. In May 2016, HEeD joined forces with UPCEA and she now serves as the director of the eDesign Collaborative.

Opal Hawkins

CHIEF FINANCIAL OFFICER

Opal Hawkins

Opal Hawkins is the Chief Financial Officer with UPCEA. She is responsible for the finance, human resources, facilities and administrative functions of the association and works closely with the CEO in the areas relating to the board, governance and the staff.

Amy Heitzman

DEPUTY CHIEF EXECUTIVE OFFICER & CHIEF LEARNING OFFICER

Amy Heitzman, M.A., M.Ed., Ph.D.

With degrees in art history from the University of Michigan and the University of Chicago, Amy began her career in museum education, developing programs and training museum educators at various university art museums, as well as the Art Institute of Chicago and the Dallas Museum of Art. In 2002, after having served as Education Director for the Meadows Museum on the campus of Southern Methodist University, her interest in adult learners led her to the directorship of SMU’s Continuing Education unit.

Over the course of the next decade, she expanded the unit’s reach into the community and on campus, transforming the role of Continuing Education at SMU into one of broad, inter-disciplinary collaboration. As Executive Director of Continuing and Professional Education, Amy directed a new strategic vision for the unit, effectively doubling the number of programs offered and students served, increasing the university’s capacity to more deeply engage with its community. While at SMU, Amy served in various leadership roles including board membership in the SMU Staff Association and the Hegi Family Career Center and as an appointed member of the Presidential Council for Community Engagement and the Faculty and Staff Committee of the Second Century Capital Campaign.

It was during her time at SMU that she earned graduate certificates in marketing and nonprofit leadership, as well as the M.Ed. Amy earned her doctorate in Higher Education Administration at The University of Texas at Austin in 2014, and her dissertation focused on female student veterans in higher education. Her current research agenda is broad and involves examinations of nontraditional learners, the experiences of student veterans—particularly those of female student veterans, as well as comparative studies of international higher education systems.

Prior to joining the UPCEA staff, Amy was deeply engaged as a volunteer leader for the organization, having served as Chair of the South Region, Vice-Chair of the Leadership and Management Commission, a member of the Board of Directors, and as Chair of the national Membership Committee and Regional Cabinet.

Amy lives in Rockville, Maryland, with her husband, Brandt, and their two children.

Molly K. Nelson

VICE PRESIDENT, MARKETING AND COMMUNICATIONS

Molly K. Nelson, M.A.

A communications and marketing professional with experience in both the non- and for-profit realms, Molly joined the UPCEA team as Director of Marketing and Communications in 2014.

Molly directs the association’s internal and external marketing and communications efforts, including the bi-weekly UPCEA Briefing e-newsletter and the association’s new Unbound: Reinventing Higher Education e-magazine, debuting in Fall 2015. She also manages the production of other publications and event collateral.

Molly supports the association’s social media efforts, and also collaborates with other staff on membership and other initiatives. She works actively with UPCEA volunteer leaders to support the marketing, communication, and social efforts of the association’s Networks and Regions. Molly also works with the UPCEA Awards Committee on the association’s Marketing Awards, awarded annually at the Marketing and Enrollment Management Seminar.

Originally from Troy, New York, Molly received her baccalaureate degree in English and Psychology from The George Washington University and also received a master's degree from the Communication, Culture and Technology program at Georgetown University. Outside of the office, Molly enjoys practicing yoga, exploring D.C., and reading.

Jacqueline Romero

Ray Schroeder

DIRECTOR, NATIONAL COUNCIL FOR ONLINE EDUCATION

Ray Schroeder

The founding director of the National Council for Online Education, Ray Schroeder, is widely recognized as one of the world’s leading experts in online education. As both a faculty member and administrator, Ray brings both deep knowledge of and a passion for advancing the field of online education—its potential to transform institutions struggling in the new economy, its role in expanding access for time- and distance-challenged students, and its capacity to revolutionize teaching and learning.

Ray has been engaged in online learning since 1997. He has built a very successful program with more than 20 online degree and certificate programs at the University of Illinois Springfield. Ray is well-known nationally as a leader in the field, annually delivering more than two dozen keynote addresses and invited conference presentation. He regularly publishes articles, book chapters, and the very popular daily Online Learning Update, Educational Technology and the Professional, Continuing, and Online Education Update blogs. Thousands of leaders and professionals in the field follow Ray’s blogs and tweets on a daily basis. Schroeder is the inaugural recipient of the prestigious A. Frank Mayadas Leadership Award and the 2012 Innovation Fellow for Digital Learning by the UPCEA.

Julie Uranis

VICE PRESIDENT FOR ONLINE AND STRATEGIC INITIATIVES

Julie Uranis, Ph.D.

As a member of the UPCEA management team, Julie Uranis serves as the Vice President for Online and Strategic Initiatives. In this capacity she manages the National Council for Online Education, supporting both the National Council advisory board and various National Council partnerships and collaborations. She leads the planning efforts for the Summit for Online Leadership, which established UPCEA as the source for innovations focused on online leadership, strategy, and management. She also leads the planning of the Online Leadership Roundtable, the premier annual event for postsecondary chief online learning officers focused on thought-leadership and policy. She supports the work of the eDesign Collaborative, a new group within UPCEA focused on the needs of instructional designers/technologists and multimedia developers from both public and private sectors. Finally, she works closely with the CEO and the Chief Learning Officer on key strategic initiatives such as the development of web-based professional development opportunities and initiatives associated with the Hallmarks of Excellence in Online Leadership.

Prior to joining UPCEA as a staff member, Uranis lead two distinct units at Western Kentucky University (WKU). Her responsibilities included overall operations and the strategic direction of proctored testing, WKU On Demand, instructional design, Career and Workforce Development and Lifelong Learning. WKU’s Distance Learning Unit was recognized by UPCEA for strategic innovations focused on accessibility in 2016 and ranked as high as #2 in the nation on the 2014 U.S. News and World Report list of online bachelor degree programs. She played a key role in Kentucky joining the State Authorization Reciprocity Agreement (SARA) as she was heavily involved in the lobbying effort on behalf of the public four-year institutions in Kentucky. Prior to joining WKU in 2013, Uranis held both teaching and administrative positions at Eastern Michigan University (EMU), joining that institution in 2003.

A native Michigander, Uranis has a Ph.D. in Educational Leadership, a Master of Science in Technology Studies, and a Graduate Certificate in Community College Leadership from EMU. She completed a Bachelor of Arts degree in History from the University of Michigan-Dearborn. Not only does she have a penchant for degrees from her home state, she also has a deep appreciation for ‘all things Michigan’ such as Vernors – her favorite ‘pop’, coney island restaurants, the fall colors in Michigan, and ‘up north’ vacations.

Uranis has been active with various organizations throughout her professional career including University Professional and Continuing Education Association (UPCEA) serving on the Executive Committee, Board of Directors and in other volunteer leadership roles; the Association of Continuing Higher Education, serving on the editorial board of the Journal of Continuing Education; the Kentucky Distance Learning Steering Committee, having served as meeting convener and WKU’s representative; the Blackboard Executive CBE Advisory Council; and other regional community groups and higher education associations.

Kimberly Zaski

VICE PRESIDENT, MEMBERSHIP AND CORPORATE ENGAGEMENT

Kimberly Zaski, M.A.

Kimberly joins UPCEA after 13 years as director of marketing for Extended Studies at the University of Nevada, Reno. She has experience in all facets of mass media, as an award-winning journalist, a public relations and advertising specialist, and as the chief marketing and communication strategist for the University of Nevada’s nationally recognized continuing and distance education program. Kim and her staff have received 21 UPCEA marketing awards during the past 10 years for excellence in advertising, print publications and logo design. She is the immediate past chair of the UPCEA West Region and served six years on the UPCEA Marketing Seminar planning committee.

A graduate of the University of Nevada, Reno with master’s and bachelor’s degrees from the Reynolds School of Journalism, Kim previously worked as a news reporter and editor in Incline Village, Nevada, covering news and political beats from northern California to Reno/Tahoe.

Board of Directors

The UPCEA Board of Directors directs the affairs of the Association, determines its policies, and advances its goals, except as otherwise provided in the Association's Bylaws. The Board meets three times each year in January, April, and June.

Terry Rawls

SOUTH REGION REPRESENTATIVE

Jenni Murphy

WEST REGION REPRESENTATIVE

Bylaws

The University Professional and Continuing Education Association has two governing documents. The Association's Bylaws set out the purposes and general organizational structure for the Association. The UPCEA Policies and Procedures Manual details how the organization operates in order to meet the purposes as stated in the Bylaws.

Section 1. Name. The name of the organization shall be the University Professional and Continuing Education Association, Inc. (hereinafter referred to as "Association" or “UPCEA”).

Section 2. Location. The offices of the Association will be located in Washington, D.C. or elsewhere as may be determined by the Board of Directors.

Article II: Purposes

Section 1. Purposes. The Association is a non-profit corporation organized under the District of Columbia Non-Profit Corporation Act exclusively for education, scientific, research, mutual improvement, and professional purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future Internal Revenue law) and shall have the necessary and incidental powers to carry out its corporate purposes, which shall include:

To promote quality in professional and continuing higher education.

To enable professional and continuing higher education leaders to serve the needs of diverse publics effectively.

To represent the broad interests of professional and continuing higher education before governmental bodies and in all other appropriate venues.

To develop and disseminate timely information and research about professional and continuing higher education.

To work closely with allied organizations in the higher education community to advance professional and continuing higher education.

To recognize the achievements of leaders who have contributed to the advancement of professional and continuing higher education.

To provide a forum for interaction and exchange of ideas among continuing higher education professionals.

To provide educational programs intended to increase the professional skills and knowledge of Association members.

Section 2. Restrictions. All policies and activities of the Association shall be consistent with: 1) applicable state, federal and local antitrust, trade regulation or other requirements, and 2) applicable tax-exemption requirements, including the requirements that UPCEA not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

Article III: Membership

Section 1. Categories. Membership in the Association shall be divided into the following categories: Institutional, Corporate and Affiliate. The Board of Directors of the Association shall have the authority to create additional categories of membership. The Association’s membership categories are defined as follows:

a. Institutional Members: Institutional members shall be comprised of degree-granting institutions of higher education accredited by a Regional accrediting body or other appropriate accrediting body in the case of non-U.S. members. Where there is no recognized accrediting body, admission as a non-U.S. Institutional member will be at the reasonable discretion of the Board. In the case of multi-campus institutions, institutional members shall be only units directly accredited, as shown by the entry in the most current edition of the Higher Education Directory. System offices and other similar coordinating bodies are eligible for institutional membership provided that the institutions they coordinate meet the accreditation standards described above. Each institutional member is entitled to an Institutional Representative, Alternate Representative, and a number of Professional Representatives. These categories are described below.

Institutional Representatives: Each institutional member shall designate an Institutional Representative, who shall have one (1) vote on behalf of the institution. The designated Institutional Representatives shall be entitled to vote on Association matters and in the election of Association officers and directors.

Alternate Representatives: Each institutional member is entitled to appoint an Alternate Representative. The Institutional Representative shall have the option of authorizing the Alternate Representative, or a proxy, to vote on behalf of the institution in the absence of the Institutional Representative. Alternate Representatives shall be eligible to serve as an officer of the Association or serve on the Board of Directors.

Professional Representatives: Each member institution shall receive a number of Professional Representatives to be determined by the Board. Professional Representatives shall not be eligible to vote on Association matters (unless designated as a proxy by the Institutional Representative) nor shall they be eligible to serve as an officer of the Association. However, they shall be eligible to serve on the Board of Directors.

b. Corporate Members: Corporate membership is available to U.S. business entities that provide goods and services within the higher education sector. Corporate members shall not be eligible to vote on Association matters or serve as an officer of the Association. The President may appoint, at his or her discretion and subject to Board approval, a representative of the corporate membership to serve on the Board of Directors in a non-voting capacity.

c. Affiliate Members: Affiliate membership is available to international higher education institutions located outside of the U.S. and Canada, non-profit organizations, and individuals having an interest in the activities and non-profit purposes of the Association.

Affiliate members shall not be eligible to vote on Association matters nor shall they be eligible to serve as an officer of the Association or serve on the Board of Directors.

Section 2. Applications for Membership: UPCEA’s Washington office staff will receive and review applications to confirm the applicant’s eligibility for membership in one of the UPCEA membership categories.

Section 3. Resignation: A member of the Association may resign from UPCEA by filing a written resignation with UPCEA’s Washington office. Voluntary resignation does not relieve the resigning member from liability for the full annual dues or other financial obligations accrued and unpaid as of the date of resignation.

Section 4. Termination of Membership:

a. A member of the Association may be terminated without action of the Board of Directors for failure to pay applicable dues within ninety (90) days of their due date, or failure to meet the eligibility requirements for continued Association membership.

b. A member of the Association may be expelled from the Association for other reasons by a two-thirds (2/3) vote of the Board of Directors, provided that the member is given not less than thirty (30) days advance written notice of the proposed expulsion, including the reason(s) for the proposed expulsion, an opportunity to contest the proposed expulsion in writing and/or in person before the Board of Directors, and upon final written finding and notice of the Board’s decision on expulsion.

Article IV: Dues

Section 1. Assessment. Dues shall be determined by the Board of Directors. Annual dues of the Association shall be paid by July 1st of each year.

Section 2. Delinquency. Any member of the Association who fails to pay dues within ninety (90) days of the date such payment is due will be deemed delinquent and the member’s rights and privileges may be forfeited and membership in the Association terminated without action of the Board of Directors.

Article V: Meetings of Membership

Section 1. Regular and Special. The full membership of the Association shall meet once in each calendar year. This meeting shall be at the Annual Conference of the Association. Special meetings may be called as deemed necessary by the Board of Directors. Meetings of the Association shall be at such times, dates and locations as may be designated by the Board. The membership shall be notified in writing or electronically not less than thirty (30) days in advance of a regular or special meeting of the membership of the time, date, location, and purpose of the meeting.

Section 2. Quorum. A quorum for a meeting of the Association membership shall be fifteen percent (15%) of the Institutional Representatives or their proxies present and voting.

Section 3. Proxies. An Institutional Representative may designate an Alternate Representative or other proxy to represent his/her institution, if done in writing and provided to UPCEA’s Washington office and directed to the CEO not less than seven (7) days prior to the Annual Meeting of the Association.

Section 4. Organizational Units. Organizational unit meetings shall be held at times and places convenient to the organizational unit members, except that such meetings shall not be scheduled so as to conflict with the Annual Conference and special seminars/programs of the Association.

Article VI: Board of Directors

Section 1. General Powers. The Board of Directors is responsible for the governance of the Association. The Board establishes Association policy and monitors implementation of the policy in a manner consistent with the Association’s nonprofit purposes. The Board may adopt such operating rules, policies, and procedures as shall be deemed advisable and may appoint such agents as may be considered necessary.

Section 2. Composition. The Board of Directors shall be comprised of:

a. the President;b. the President-Elect, as presented by the Leadership Committee and elected by vote of the Institutional Representatives;c. the Secretary/Treasurer, as presented by the Leadership Committee and elected by vote of the Institutional Representatives;d. the Immediate Past President;e. the Chief Executive Officer (“CEO”) in an ex-officio, non-voting capacity;f. a Representative from each of the Regions;g. the Chair of the Senate of Network Chairs;h. the Chair-Elect of the Senate of Network Chairs;i. the Chair of the Regional Cabinet;j. the Chair of the Diversity and Inclusiveness Committee, as appointed by the President and approved by the Board of Directors;k. Eight (8) Directors-at-Large, four (4) of whom shall be recommended by the President-Elect and confirmed by the Board of Directors, and four (4) of whom shall be presented by the Leadership Committee and elected by the voting Institutional Representatives of the Association.

Section 3. Terms.

a. Directors-at-Large. Directors-at-Large shall serve staggered two (2) year terms. No Director-at-Large, whether appointed or elected, may serve more than two (2) consecutive terms. However, a Director may remain on the Board subsequent to serving two (2) terms for as long as the Director is also serving as an officer of the Association;b. President. The President shall serve a one (1) year term before succeeding to the office of Immediate Past President;c. President-Elect. The President-Elect shall serve a one (1) year term before succeeding to the office of President for a one (1) year term;d. Secretary/Treasurer. The Secretary/Treasurer shall serve a two (2) year term and shall not be permitted to serve more than two (2) consecutive terms;e. Immediate Past President. The Immediate Past President shall serve a one (1) year term following the conclusion of his or her one (1) year term as President.f. Chair of the Senate of Network Chairs. The Chair of the Senate of Network Chairs shall serve a one year (1) year term;g. Chair-Elect of the Senate of Networks Chairs. The Chair of the Senate of Network Chairs shall serve a one (1) year term before succeeding to the position of Chair of the Senate of Networks Chairs.h. Chair of the Regional Cabinet. The Chair of the Regional Cabinet shall serve a two (2) year term.i. Chair of the Diversity and Inclusiveness Committee: The Chair of the Diversity and Inclusiveness Committee shall serve a two (2) year term.j. Regional Representatives. Each Regional Representative shall serve a two (2) year term.k. Commencement of Terms. Officers and Directors shall take office at the conclusion of the Annual Conference of the Association.

Section 4. Nomination and Election of Directors-at-Large. The Leadership Committee will accept and review nominations for the Association’s four (4) Director-at-Large positions on the Board (2 per year). Not less than ninety (90) days prior to the Association’s Annual Meeting, the Leadership Committee will present a slate with a candidate for each open Director-at-Large position to the Institutional Representatives for vote by written ballot (U.S. mail, electronic mail or facsimile), which must be returned within twenty-one (21) days of the date the ballot is sent. The Directors-at-Large shall be elected by majority vote of the Institutional Representatives and shall take office at the conclusion of the Annual Conference. In the event a candidate for one or more of the Director-at-Large positions does not receive a majority of the Institutional Representative votes, the Leadership Committee will consider and present a slate with an alternative candidate(s) to the Institutional Representatives for vote by written ballot which must be returned within twenty-one (21) days of the date the ballot is sent. No member of the Leadership Committee may be a candidate for a Director-at-Large position.

Section 5. Meetings. The Board shall meet at least once in each calendar year. Board members shall be notified of the time, location, and purpose of any meeting by U.S. mail, electronic mail or facsimile not less than seven (7) days prior to the scheduled meeting. Except as otherwise provided by law or these Bylaws, a majority of votes is required to carry a matter where a quorum is present. Proxy voting is not permitted in matters before the Board for a vote. Meetings may be held by telephone or video conference where each Director can hear the other Directors.

Section 6. Quorum. A quorum shall be fifty-one percent (51%) of the membership of the Board entitled to vote. The CEO of the Association shall serve without vote.

Section 7. Action without Meeting. Action required or permitted to be taken by the Board of Directors may be taken without a meeting if each director signs a consent form describing the action to be taken and returns it to the Association.

Section 8. Minutes. Minutes of meetings of the Board shall be kept and constitute a record of the business conducted by the Board.

Section 9. Compensation. Board members shall not receive compensation or reimbursement for their services on the Board of Directors.

Section 10. Vacancy. A member of the Board may resign at any time by giving written notice addressed to the President of the Association and sent to UPCEA’s Washington office. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the President of the Association. In the event of a vacancy by reason of death or resignation, the President, with the approval of the Board, shall appoint a replacement to serve until the next scheduled election.

Section 11. Removal. A Board member absent from three (3) consecutive meetings of the Board may be removed by majority vote of the Directors at a regular or special meeting at which a quorum is present. A member of the Board of Directors may also be removed by two-thirds (2/3) majority vote of the Board where such removal is deemed in the best interests of the Association. The director who is the subject of the proposed removal shall not be permitted to vote on his/her removal. The director shall be provided with not less than thirty (30) days advance written notice of the proposed action, which notice shall include the reason(s) for the proposed removal and confirm that the director shall have the opportunity to contest the same in writing or in person at a meeting of the Board. The Board member who is the subject of the removal shall be provided with final written notice of the Board’s decision.

Article VII: Officers

Section 1. Officers. The officers of Association are the President, President-Elect, Secretary/Treasurer, Immediate Past President and the Chief Executive Officer, in an ex-officio, non-voting capacity.

Section 2. Qualifications. Qualifications for service as an officer of the Association will be determined by the Board of Directors.

Section 3. Terms. The President, President-Elect and Immediate Past President shall serve one (1) year terms. The Secretary/Treasurer shall serve a two (2) year term. The CEO shall serve without term limit, and the Secretary/Treasurer shall serve not more than two consecutive two (2) year terms.

Section 4. Nomination and Election of Officers. The elected officers of the Association are the President, President-Elect, Immediate Past President, and Secretary/Treasurer. The Leadership Committee of the Association will accept and review nominations for the elected officer positions of President-Elect (each year) and for the Secretary/Treasurer (every two years). Not less than ninety (90) days prior to the Annual Meeting, the Leadership Committee shall present a slate of one (1) candidate for each of the positions of President-Elect and Secretary/Treasurer to the Institutional Representatives for vote by U.S. mail, electronic mail or facsimile ballot. Ballots of the Institutional Representatives must be returned within twenty-one (21) days of the date the written ballot is sent. The President-Elect and the Secretary/Treasurer shall be elected by majority vote of the Institutional Representatives and shall take office at the conclusion of the Annual Conference. In the event a candidate for either or both offices does not receive a majority of the Institutional Representative votes, the Leadership Committee will consider and present a slate with an alternative candidate for the office(s) to the Institutional Representatives for vote by written ballot which must be returned within twenty-one (21) days of the date the ballot is sent. No member of the Leadership Committee may be a candidate for elected office presented by the Committee.

Section 5. Duties. The officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. In addition, each officer shall have the following duties and responsibilities:

a. President: The President shall be the principal elected officer of the Association and the President of the Board of Directors. The President shall preside at meetings of the Board, the Executive Committee and the Annual Meeting of the Association. The President shall perform such other duties as are necessarily incident to the office of President or as may be prescribed from time to time by the Board or in these Bylaws, with the exception that the executive and administrative responsibilities for the management and continuing conduct of the Association’s affairs shall be conducted by the CEO of the Association.

b. President-Elect: The President-Elect, in the absence of the President, shall perform all of the duties of the President and shall automatically succeed to the office of President. The President-Elect shall also perform such other duties as are necessarily incident to the office or as may be assigned by the Board of Directors from time to time or as set forth in these Bylaws. The President-Elect shall have the responsibility to designate, prior to the Association’s Annual Meeting, those committee officers and committee members who shall serve during his/her term as President.

c. Immediate Past President: The Immediate Past President remains an officer and director for one (1) year following the completion of his or her term as President.

d. Secretary/Treasurer: The Secretary/Treasurer shall be an elected officer and responsible for oversight of the Association’s finances and record keeping; serve as the Chair of the Finance Committee; and shall perform such other duties as may be determined by the Board of Directors.

e. Chief Executive Officer: The CEO is the chief employed officer and manages UPCEA at the direction of the Board of Directors. The CEO has authority over the staff of UPCEA and is engaged by the officers of the Association subject to confirmation by the Board of Directors.

Section 6. Vacancies. A vacancy in any office, other than the CEO, whether occurring by reason of death, resignation or otherwise, shall be filled by the President with the approval of the Board of Directors.

Section 7. Removal. An officer of the Association may be removed from office by a two-thirds (2/3) majority vote of the Board of Directors whenever in its reasonable judgment the best interests of the Association shall be served. Such officer shall be provided with not less than thirty (30) days prior written notice of the proposed removal, which notice shall set forth the reason(s) for the removal action and confirm that the officer shall have the opportunity to contest the same in writing or in person at a meeting of the Board. The officer who is the subject of the removal action shall be provided with final written notice of the Board’s decision.

Section 8. Compensation. Elected officers shall not receive compensation for their services but may be reimbursed for expenses according to an established reimbursement policy.

Article VIII: Administration

Section 1. Chief Executive Officer. The Board shall employ a chief executive officer (“CEO”) to carry out the management and administration of the Association. The Board shall fix by contract the duties, responsibilities, and compensation of this position. The Chief Executive Officer shall be a non-voting, ex-officio officer and member of the Association’s Board of Directors and Executive Committee.

Section 2. Staff. The Chief Executive Officer shall hire and manage all professional and support staff.

Section 3. Parliamentary Procedure. Roberts Rules of Order Revised shall govern all meetings of the Board, of the Association, and parliamentary procedures insofar as they are not inconsistent with applicable statutes, the charter, and these Bylaws, unless other specific procedures are provided by the Board.

Section 4. Power of Attorney. The officers of the Association and CEO shall have authority as attorney-in-fact to execute and acknowledge on behalf of the Association, legal documents or other instruments in connection with the operations of the Association as approved by the Board of Directors.

Section 5. Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and committees.

Article IX: Committees

Section 1. Executive Committee. There shall be an Executive Committee consisting of each of the officers of the Association, the Chair of the Senate Networks, and the Chair of the Regional Cabinet. The Executive Committee may act in the place of the Board of Directors when authority is designated by the Board and where action by the Executive Committee is temporary and subject to approval by the Board of Directors.

Section 2. Finance Committee. The Finance Committee shall be composed of not less than five (5) and not more than nine (9) members, including the Secretary/Treasurer of the Association, who shall serve as Chair of the Committee and such other current or former members of the Board of Directors as may be appointed by the President and subject to approval by the Board. The CEO shall serve as an ex-officio, non-voting member of the Finance Committee.

Section 3. Leadership Committee. A Leadership Committee comprised of five (5) persons, each being a current or former member of the Board of Directors, and chaired by a past president of the Association, shall be appointed by the President to receive and consider nominations for the offices of President-Elect and Secretary/Treasurer and for the elected Director-at-Large positions. The Committee shall present a slate with a candidate for each elected officer and open Director-at-Large position to the Institutional Representatives for a vote by written ballot. Members of the Leadership Committee shall be appointed to serve one (1) year terms and shall not serve more than two (2) consecutive terms.

Section 4. Diversity and Inclusiveness Committee: The Diversity and Inclusiveness Committee shall be composed of not less than five (5) and not more than nine (9) members, including the chair of the committee.

Section 5. Other Committees. The President of the Association, with the approval of the Board of Directors, shall establish and dissolve such standing and special committees of the Association as are necessary and beneficial to the conduct of the Association’s business and affairs.

Section 6. Mail Ballot. Voting on all matters which may be properly considered at a meeting of a committee may be conducted by U.S. mail, electronic mail or facsimile ballot.

Article X: Organizational Units

Section 1. The Board of Directors may establish such organizational units as are needed and useful. These units shall operate under policies and procedures established and approved by the Board of Directors.

a. Regions. There shall be Regions within the Association to reflect the interests and relationships unique to each geographic region.

b. Networks. There shall be Networks within the Association to reflect the specific interests among professionals in a number of functional areas.

Article XI: Electronic Transmissions and Communications

Section 1. Electronic Communications. Any communication from the Association to its members or the Board of Directors or from members to the Association or the Board, including but not limited to meeting notices and ballots, may be made by electronic means if permitted by the Board of Directors and if authorized by law.

Section 2. Telephone/Video Participation. Any meeting of the Board of Directors or an organizational unit of the Association may be conducted by telephone or video conference, in whole or in part, if so directed by the Board of Directors or organizational unit chair, and where all persons participating may hear each other and where allowed by law.

Article XII: Voting

Section 1. Means of Voting. Voting on all matters by the Board, by an organizational unit, committee, or by Institutional Representatives entitled to vote may be conducted by written ballot sent by U.S. mail, electronic mail, facsimile or other authorized communications equipment (as defined by District of Columbia law), or such additional means as may be authorized from time to time by the District of Columbia Nonprofit Corporation Act, as amended from time to time, and nothing in these Bylaws shall be deemed to bar the use of such new means of voting nor shall any further amendments of these Bylaws be required.

Section 2. Deemed Present in Person. Institutional Representatives who vote by U.S. mail, electronic mail, facsimile or any other authorized communications equipment (as defined by District of Columbia law) now existing or hereafter coming into existence, or such additional means as may be authorized from time to time by the District of Columbia Nonprofit Corporation Act, as amended, shall be deemed present in person at any meeting of membership to which the particular vote pertains.

Section 3. Presumption. The means by which any voting member casts a vote shall be presumed to be a method of voting chosen by and authorized by the voting member.

Section 4. Future Means of Voting. At the time of amendment of these Bylaws, the District of Columbia Nonprofit Corporation Act allows a board of directors to act only in person at a meeting, or to participate in a meeting by means of telephone where all persons may hear each other, and by unanimous written consent. In the event that the District of Columbia Nonprofit Corporation Act may be amended to broaden beyond meetings, telephone calls, and unanimous written consent the means by which the Association’s Board of Directors may act, such additional means as may be authorized from time to time may be utilized by the Association’s Board of Directors immediately, and nothing in these Bylaws shall be deemed to bar the use of such new means of acting or participating, nor shall any further amendment of these Bylaws be required.

Article XIII: Finances

Section 1. Fiscal Year. The fiscal year of the Association shall be determined by the Board of Directors.

Section 2. Budget. The Association shall operate under a budget approved annually by the Board of Directors and reported to the membership at the Annual Meeting of the Association.

Section 3. Audit. The finances of the Association shall be audited annually and reported to the Board of Directors of the Association.

Article XIV: Indemnification

To the extent permitted under the laws of the District of Columbia, any present or former director or officer of the Association, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified by the Association against all reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit or proceeding to which any such person or his/her legal representative may be made a party by reason of his/her being or having been a director or officer, or serving or having served the Association, except in relation to matters as to which he/she shall be found guilty of negligence, intentional, willful or criminal misconduct in respect of matters in which indemnification is sought and in relation to matters settled or otherwise terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence, intentional, willful or criminal misconduct.

Article XV: Association Assets

Section 1. Rights of Proprietorship. Membership in the Association is a privilege and not a property right. No member shall have any ownership or property right in the funds, property or other assets of the Association.

Section 2. Dissolution. Upon dissolution of the Association or the winding up of its affairs, and after paying or providing for the payment of all liabilities, obligations and expenses of the Association, the remaining assets of the Association shall be distributed exclusively to one or more charitable, educational, scientific or philanthropic organizations that are exempt from Federal income taxation under Section 501(c)(3) and to which contributions are then deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended. Dissolution of the corporation shall conform to the requirements of the laws of the District of Columbia.

Article XVI: Amendments

Amendments to these Bylaws may be proposed by any Institutional Representative or by the Board of Directors. Any proposals to amend the bylaws shall be reviewed and considered by the Board of Directors and approved by majority vote of the Board, with the Board approved amendment then submitted to the Institutional Representatives for vote upon on a thirty (30) day written ballot sent by U.S. mail, electronic mail or facsimile. Such ballot shall include the proposed bylaw amendment(s) and the date by which the completed ballot must be returned to the Association. Bylaw amendments shall be adopted by a majority vote of the Institutional Representatives.

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Leaders in Professional, Continuing, and Online Education

UPCEA is the leading association for professional, continuing, and online education. Founded in 1915, UPCEA now serves most of the leading public and private colleges and universities in North America. For 100 years, the association has served its members with innovative conferences and specialty seminars, research and benchmarking information, professional networking opportunities and timely publications.